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CHILL HOLDINGS, INC. STOCK OPTION GRANT NOTICE 2008 STOCK INCENTIVE PLAN

Option Agreement

CHILL HOLDINGS, INC. STOCK OPTION GRANT NOTICE 2008 STOCK INCENTIVE PLAN | Document Parties: GOODMAN APPLIANCE HOLDING CO | CHILL HOLDINGS, INC You are currently viewing:
This Option Agreement involves

GOODMAN APPLIANCE HOLDING CO | CHILL HOLDINGS, INC

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Title: CHILL HOLDINGS, INC. STOCK OPTION GRANT NOTICE 2008 STOCK INCENTIVE PLAN
Governing Law: Delaware     Date: 4/15/2008

CHILL HOLDINGS, INC. STOCK OPTION GRANT NOTICE 2008 STOCK INCENTIVE PLAN, Parties: goodman appliance holding co , chill holdings  inc
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Exhibit 10.17

Time-Vested Option Agreement

CHILL HOLDINGS, INC.

STOCK OPTION GRANT NOTICE

2008 STOCK INCENTIVE PLAN

Chill Holdings, Inc. (the “Company”), pursuant to the Chill Holdings, Inc. 2008 Stock Incentive Plan (“Plan”), hereby grants to the “Optionholder” identified below a Nonstatutory Stock Option to purchase the number of shares of the Company’s Common Stock (“Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan and the Management Stockholders Agreement, all of which are attached hereto and incorporated herein in their entirety. Any capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.

Optionholder:

Date of Grant:

Vesting Commencement Date:

Number of Shares Subject to Option:

Exercise Price (Per Share):

Total Exercise Price:

Expiration Date:

 

Exercise Schedule:         Same as Vesting Schedule.
Vesting Schedule:   
Payment:    ¨         By cash or check (unless otherwise permitted by the Committee)

Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement, the Management Stockholders Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Grant Notice, the Option Agreement, the Management Stockholders Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of Shares and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the agreements, if any, listed below:

 

  Other Agreements:  

 

 

 

Chill Holdings, Inc.     OPTIONHOLDER
By:  

 

   

 

  Signature     Signature
Title:  

 

    Date:  

 

Date:  

 

     

Attachments: Option Agreement, 2008 Stock Incentive Plan and Management Stockholders Agreement

 


CHILL HOLDINGS, INC.

2008 STOCK INCENTIVE PLAN

OPTION AGREEMENT

(TIME-BASED STOCK OPTION)

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Chill Holdings, Inc. (the “Company”) has granted you a stock option under the Chill Holdings, Inc. 2008 Stock Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. For the avoidance of doubt, the terms and conditions of the Grant Notice are a part of the Option Agreement, unless otherwise specified.

The details and terms and conditions of this Option Agreement shall govern your Nonstatutory Stock Option:

1. Vesting . Subject to the limitations contained herein, your Option will vest as set forth in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. For the purposes of this Option Agreement, in the event of an involuntary termination of Continuous Service, the termination shall be effective, and vesting shall cease, as of the date stated in the relevant notice of termination and, unless otherwise required by law, will not be extended by any notice period or other period of leave. Subject to Applicable Law, the Company shall determine the date of termination in its sole discretion.

2. Number of Shares and Exercise Price . The number of shares of Common Stock subject to your Option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for various adjustments in the Company’s equity capital structure, as provided in the Plan.

3. Method of Payment .

(a) Payment of the exercise price is due in full upon exercise of all or any part of your Option. You may elect to make payment of the exercise price in cash or by check. Alternatively, in the Committee’s sole discretion at the time your Option is exercised and provided that at the time of exercise there is a public market for the shares of Common Stock, your exercise may be implemented pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. Notwithstanding the terms of the previous sentence, you may not be permitted to exercise your Option pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board if such exercise would violate the provisions of Section 402 of the Sarbanes-Oxley Act of 2002 or other Applicable Law.

(b) Notwithstanding the foregoing, the Committee may permit you to make payment of the exercise price and/or taxes relating to such exercise, in whole or in part, in shares of Common Stock having a Fair Market Value equal to the amount of the aggregate exercise price or taxes, or such portion thereof, as applicable; provided, however, that you must satisfy all such requirements as may be imposed by the Committee, including without limitation

 


that you have held such shares for such period as may be established from time to time by the Committee in order to avoid a supplemental charge to earnings for financial accounting purposes, if any, and that any withholding for tax purposes does not exceed the statutory minimum rate of withholding.

(c) Where you are permitted to pay the exercise price of an Option and/or taxes relating to the exercise of an Option by delivering shares of Common Stock, you may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof that you are the Beneficial Owner of such shares of Common Stock, in which case the Company shall treat the Option as exercised and/or the taxes paid, as applicable, without further payment and shall withhold such number of shares from the Shares acquired by the exercise of the Option.

(d) Notwithstanding the foregoing, the Committee may permit you to make payment of the exercise price in any other form of legal consideration that may be acceptable to the Committee in its sole discretion, including an exercise effected on a “net exercise” basis. Additionally, you shall have the right to exercise your Option by way of a “cashless” or “net” exercise basis pursuant to which Company shall retain that number of shares of Common Stock having a Fair Market Value equal to the amount of the aggregate exercise price of the Option and/or withholding or taxe


 
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